REPRESENTATIONS AND WARRANTIE Clause Samples
The Representations and Warranties clause sets out specific statements of fact and assurances made by one or both parties regarding the subject matter of the agreement. These statements may cover aspects such as the authority to enter into the contract, ownership of assets, compliance with laws, or the accuracy of financial information. By including this clause, the parties clarify their understanding of key facts and allocate risk, as a breach of these representations or warranties can give rise to remedies such as indemnification or termination of the contract.
REPRESENTATIONS AND WARRANTIE. 6.1 The Vendor represents and warrants to and for the benefit of the Purchaser as follows:
(a) it has and will at Completion have the full power and capacity to enter into, exercise its right and perform and comply with its obligations under this Agreement;
(b) all actions, conditions and things required to be taken, fulfilled and done (including the obtaining of any necessary consents) in order (a) to enable it to lawfully enter into, exercise its rights and perform and comply with its obligations under this Agreement, and
REPRESENTATIONS AND WARRANTIE. Section 2.1 Representations and Warranties of the Company and Subsidiary
Section 2.2 Representations and Warranties of the Purchasers
REPRESENTATIONS AND WARRANTIE. 3.1 Party B1, Party B2 and Party B3, jointly and severally, hereby represent and warrant to Party A, as of the Closing Date as follows:
3.1.1 As of the Closing Date, (i) 100% shares of Hengda Electric Motor (ii) the Remaining Equity of Hengda Electric Motor’s Subsidiaries and (iii) Party B1’s Remaining Assets are each free and clear of any mortgages, liens, claims, charges, pledges or other encumbrances of any nature whatsoever.
3.1.2 Up to and as of the transfer of shares of Hengda Electric Motor to Party A by Party B1 and Party B2, Hengda Electric Motor shall duly own or hold the assets, rights and interests including but not limited to:
3.1.2.1 The right to use the assigned state-owned lands, as recorded in No. Wenguoyong [2005] 150009, No. Wenguoyong [2006] 150006, No. Wenguoyong [2005] 150020, No. Wenguoyong [2005] 150016, No. Wenguoyong [2005] 150017 certificates for the use of state-owned land, and the above-ground buildings located thereon;
3.1.2.2 Registered trademark with registration numbers as No. 623984 and No. 3224410.
3.1.3 After the Closing Date, neither Party B1 or Party B2 nor any economic organizations controlled by Party B1 or Party B2, directly or indirectly, shall engage in any business which is same with or similar to and/or in competition with the business engaged by Hengda Electric Motor, including but not limited to the production and sale of electric motor, mold, gear reduction asynchronous electronic motor, speed control motor, hydraulic coupler, electronic devices, fiber reinforced plastic product, capacitor, cable and wire.
3.1.4 After the transfer of Acquisition Assets to Party A, Party Bs shall guarantee Party A the completion of the procedure of obtaining the use right of assigned lands within the territory of Hengda Electric Motor, of which such procedure is still on-going.
3.1.5 Party Bs shall be responsible to Party A for the debts, contingent debts and any claims or liabilities relating to Hengda Electric Motor, which is not disclosed in the formal acquisition agreement.
3.1.6 As of the execution date set forth above in this Agreement, Party Bs have obtained all the permits, approvals and filings as required by PRC Laws and Regulations with respect to the sale of 100% shares of Hengda Electric Motor, with respect to the sale of the Remaining Equity of Hengda Electric Motor’s Subsidiaries and with respect to the sale of Party B1’s Remaining Assets.
3.1.7 Hengda Electric Motor (i) has been duly organized, is validly exist...
REPRESENTATIONS AND WARRANTIE. 3.1 Party B1 and Party B2 jointly and severally, hereby represent and warrant to Party A, as of the Closing Date as follows:
3.1.1 As of the Closing Date, (i) 100% shares of Simo Motor, and (ii) all of the shares of subsidiaries of Simo Motor held by Simo Motor are each free and clear of any mortgages, liens, claims, charges, pledges or other encumbrances of any nature whatsoever.
3.1.2 Up to and as of the transfer of shares of Simo Motor to Party A by Party B1 and Party B2, Simo Motor and its subsidiaries shall duly own assets or rights and interests disclosed to Party A.
3.1.3 Party Bs shall be responsible to Party A for the debts, contingent debts and any claims or liabilities relating to Simo Motor, which is not disclosed in the formal acquisition agreement.
3.1.4 As of the execution of this Agreement, Party Bs have obtained all the permits, approvals and filings (if applicable) as required by PRC Laws and Regulations with respect to the sale of 100% shares of Simo Motor and the transfer of Assets Corresponding to Acquisition Equity.
3.1.5 Simo Motor (i) has been duly organized, is validly existing and is in good standing as a stock limited liability company, and has been duly approved or registered by competent PRC competent authorities, (ii) has all power and authority required to carry on its business and to own, lease and operate its properties and assets, (iii) has obtained and remained valid in full force permits and approvals by competent governmental authorities, which are presently required or necessary to carry on its business and to operate its properties. Simo Motor has not received any notice from any governmental authority that calls into question the full force and validity of any existing permit or approval.
3.1.6 The shares of Simo Motor held by Party B1 and Party B2 constitute all of the issued and outstanding shares of Simo Motor, are validly issued in accordance with PRC Laws and Regulations and fully paid, and were not issued in violation of any preemptive or other similar right. No other person or entity has any right or option of any nature to acquire any additional shares of Simo Motor.
3.1.7 All of the shares of Simo Motor held by Party B1 and Party B2 are not subject to any rescission right or put right nor does any entity or person have the right to require Simo Motor to repurchase such shares.
3.1.8 Party B1 and Party B2 have valid and full title to all of the shares of Simo Motor.
3.1.9 Unless disclosed to Party A, Simo Mot...
REPRESENTATIONS AND WARRANTIE